HomeMy WebLinkAboutContracts & Agreements_47-2007_CCv0001.pdf AGREEMENT FOR THE ADMINISTRATION OF A KIOSK DIRECTIONAL
SIGN PROGRAM
This agreement for the administration of a kiosk directional sign program("Agreement")is
made and entered into this 20th day of March, 2007 C'Effective Date"),by and between the City of
Redlands, a municipal corporation("City")and Inland Directional Sip("IDS")who are sometimes
individually referred to herein as a"Party" and, together, as the"Parties."
In consideration of the mutual promises contained herein, City and IDS agree as follows:
ARTICLE I -ENGAGEMENT OF IDS
Ll City hereby engages IDS to administer a kiosk directional sign program in the City in
accordance with section 12.55.080 of the Redlands Municipal Code(the"Program").
1.2 The Program shall be carried out by IDS in a professional manner, and IDS represents that it
has the skill and the professional expertise necessary to operate the Program at a level of
competency presently maintained by other practicing professional consultants in the industry
providing like and similar types of services.
ARTICLE 2—OBLIGATIONS OF IDS
2.1 The Program which IDS shall undertake is more particularly described in Exhibit"A,"entitled
"Kiosk Program," which is attached hereto and incorporated herein by this reference.
2.2 IDS shall comply with all applicable Federal, State and local laws and regulations in the
performance of this Agreement including,but not limited to,the Americans with Disabilities
Act and the Fair Employment and Housing Act.
ARTICLE 3 —OBLIGATIONS OF CITY
3.1 City will make provision for IDS to enter upon City-owned property, as required by IDS,to
operate the Program.
3.2 City designates Jeffrey L. Shaw,Community Development Director,as City's representative
with respect to operation of the Program and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to operation of the Program.
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3.3 A. Review and approve proposed Kiosk site locations to ensure that such locations do
not present any threat to the public health, safety or welfare.
B. Provide IDS with a "blanket" permit to install Kiosk signs at various, approved
locations throughout the City.
I Kiosks proposed in the public right-of-way shall be installed pursuant to a
"blanket" encroachment permit issued annually by the City.
2. Encroachment permits and other permits issued by the City pursuant to this
Agreement may be revoked pursuant to the termination provisions contained
in Section 6.4 of this Agreement.
C. Refer all inquiries for off-site signs to IDS.
ARTICLE 4 -PAYMENT AND NOTICE
4.1 IDS shall pay to City the sum of Twenty Dollars($20,00)per panel, per sign per month,
on a quarterly basis.
4.2 All notices shall be given in writing by personal delivery or by mail. Notices, sent by mail
should be addressed as follows:
City: Jeffrey L. Shaw
Community Development
City of Redlands
PO Box 3005
Redlands, CA 92373
Consultant: James Sullivan
Inland Directional Sip
P.O. Box 1388
Redlands, CA 92373-0441
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to who notices are to be given by
giving notice pursuant to this section.
ARTICLE 5 -INSUMNCE AND INDEMNUICA—TION
5.1 All insurance required by this Agreement shall be maintained by IDS for the duration of its
performance of the Program. IDS shall not perform any services pursuant to this Agreement
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unless and until all required insurance listed below is obtained by IDS. IDS shall provide City
with certificates of insurance and endorsements evidencing such insurance prior to
commencement of the Program. All insurance policies shall include a provision prohibiting
cancellation of the policy except upon thirty(30) days prior written notice to City.
5.2 A. DDS shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of this Agreement in an amount which meets the statutory
requirement with an insurance carrier acceptable to City.
B. IDS expressly waives all rights to subrogation against City, its elected officials,
officers and employees for losses arising from work performed by IDS for City by expressly
waiving IDSs immunity for injuries to IDS's employees and agrees that the obligation to
indemnify, defend and hold harmless provided for in this Agreement extends to any claim
brought by or on behalf of any employee of]IDS. This waiver is mutually negotiated by the
Parties. This waiver shall not apply to any damage resulting from the sole negligence of City,
its agents and employees. To the extent any of the damages referenced herein were caused by
or resulted from the concurrent negligence of City, its agents or employees, the obligations
provided herein to indemnify, defend and hold harmless are valid and enforceable only to the
extent of the negligence of IDS, its officers, agents and employees.
5.3 Hold Harmless and Indemnification. IDS shall indemnify,hold harmless and defend City and
its elected officials, employees and agents from and against any and all claims, losses or
liability, including attorneys' fees, arising from injury or death to persons or damage to
property occasioned by any act, omission or failure to act by IDS,its officers,employees and
agents in performing the Program services.
5.4 Assignment. IDS is expressly prohibited from assigning any of the Program services without
the express written consent of City. In the event of mutual agreement between Parties to
assign a portion of the Program services, IDS shall add the assignee as an additional insured
and provide City with the insurance endorsements prior to the performance of any Program
services by the assignee. Assignment does not include printing or other customary
reimbursable expenses that may be provided in this Agreement.
5.5 Comprehensive General Liability Insurance. IDS shall secure and maintain in force
throughout the duration of the Agreement comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance maintained
by City.
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5.6 Business Auto Liability Insurance. IDS shall secure and maintain business auto liability
coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence,
combined single limit for bodily injury liability and property damage liability. This coverage
shall include all IDS owned vehicles used on the project, hired and non-owned vehicles, and
employee non-ownership vehicles. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self insurance maintained
by City.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.1 in the event any action is commenced to enforce or interpret any ofthe terms or conditions of
this Agreement the prevailing Party shall,in addition to any costs and other relief,be entitled
to the recovery of its reasonable attorneys! fees, including fees for in-house counsel of the
Parties.
6.2 IDS shall not assign administration or operation of the Program to be undertaken under this
Agreement, except with the prior written approval of City and in strict compliance with the
terms, provisions and conditions of this Agreement.
6.3 IDS is for all purposes an independent contractor. IDS shall supply all tools and
instrumentalities required to perform the Program services. All personnel employed by IDS
are for its account only, and in no event shall IDS or any personnel retained by it be deemed
to have been employed by City or engaged by City for the account of, or on behalf of City.
6.4 This Agreement may be terminated by City, in its sole discretion and without cause, by
providing ten (10) business days' prior written notice to IDS (delivered by certified mail,
return receipt requested) of intent to terminate.
6.5 Upon receipt of a termination notice, IDS shall immediately discontinue the Program and,
within thirty (30) days' of the date of such termination notice, remove all signs associated
with the Program at the sole cost of IDS. Any signs or kiosks not so removed by IDS shall
become the property of City. May be removed and disposed ofby City,at its sole discretion,
without liability to IDS.
6.6 IDS shall maintain books and accounts of all payroll costs and expenses related to the
Program. Such books shall be available at all reasonable times for examination by City at the
office of IDS.
6.7 This Agreement,including the Exhibit incorporated herein by reference,represents the entire
agreement and understanding between the Parties as to the matters contained herein,and any
prior negotiations, written proposals or verbal agreements relating to such matters are
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superseded by this Agreement. Any amendment to this Agreement shall be in writing,
approved by City and signed by City and IDS.
6,8 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
IN WITNESS WHEREOF, duly authorized representatives ofthe City and IDS have signed in
confirmation of this Agreement.
CITY OF REDLANDS INLAND DIRECTIONAL SIGN
I
By:
By: Of ""—, V-- -" -
//jon- Harrison, mayor les Sullivan V",e
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Attest:
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City Clerk
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EXHIBIT 'W'
DESCRIPTION OF SERVICES
1. Kiosk Dir ional Sign Program
A. The City shall have ultimate control and authority for the program.
B. IDS shall be responsible for ensuring compliance and coordinating the program
with all applicable participants.
C. IDS shall provide off-site signs on an approved Kiosk to any subdivider, tract
developer or commercial developer who requests such signs, consistent with City
requirements and approvals.
D. All signs shall be built and placed in accordance with the specifications of the
Uniform Building Codes and permit specifications provided by the City.
E. IDS shall report any identified illegal signs to City's Community Development
Director.
F. IDS shall be responsible for all administration costs including marketing of the
services to participants and the collection of fees.
G. IDS shall, if requested by the City, place City public service signs on any Kiosk
provided that the Kiosk has five(5)or fewer off-site signs. No Kiosk shall be
required to be removed if it contains City public service signs, which have been
requested by the City.
2. Sign Pmaram Elements.
A. Sign structures shall conform with the City's sip ordinance. The sign design shall
be submitted to and approved by the Planning Commission.
B. IDS shall administer a weekly maintenance program, including, but not limited to,
the following elements:
1. Repairing all damaged signs;
2. Cleaning and painting signs as needed;
3. Removing sips placed on public property in violation of the City's sign
ordinance and this program; and
4. Changing, adding or altering signs.
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C. IDS shall retain ownership of the signs. The City shall have the option of
purchasing the sips upon cancellation or termination of this Agreement, at their
fair market value at that time.
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